- Category: Board
- Topic: Compensation For Voting Directors
- Board meeting date: 8 December 2011
- Resolution number: 2011.12.08.14-2011.12.08.18
- URL for Board minutes/resolution: http://www.icann.org/en/minutes/resolutions-08dec11-en.htm#3
- Status: Completed
Board approves Independent Valuation Expert's recommendation to establish an annual retainer for voting Directors.
Whereas, ICANN is considering whether to offer compensation to all of its voting directors for their services to ICANN.
Whereas, ICANN is a nonprofit California public benefit corporation that is exempt from Federal income tax under §501(a) of the Internal Revenue Code of 1986, as amended (the “Code”) as an organization described in §501(c)(3) of the Code.
Whereas, ICANN may not pay directors more than Reasonable Compensation as determined under the standards set forth in §53.4958-4(b) of the regulations issued under §4958 of the Code (the “Regulations”).
Whereas, ICANN has taken all steps necessary, and to the extent possible, to establish a presumption of reasonableness in the level of voting Board member compensation, if approved.
Whereas, certain portions of ICANN’s current Conflicts of Interest Policy must be revised in order for the Board to vote on whether to approve compensation for the voting Directors.
Whereas, certain portions of ICANN’s current Bylaws must be revised in order to allow voting Board members other than the Chair to be compensated.
Whereas, the public comments received on the specific proposed revisions to the Conflicts of Interest Policy and Bylaws generally were in favor of the proposed revisions.
Whereas, the Board recognizes that many commenters suggested additional but unrelated revisions to the Conflicts of Interest Policy, which ICANN is committed to reviewing and revising as appropriate (see Board Resolution on Review of ICANN Conflicts of Interest Policy and Ethics at http://www.icann.org/en/minutes/resolutions-28oct11-en.htm#6).
Resolved (2011.12.08.14), the Board approves the limited changes to ICANN’s Conflicts of Interest Policy needed to allow the Board to either approve or reject the Independent Valuation Expert recommendation on voting Board member compensation.
Resolved (2011.12.08.15), the Board approves the limited changes to ICANN’s Bylaws needed to allow all voting Board members to receive compensation for services provided.
Resolved (2011.12.08.16), the Board approves the recommendation from the Independent Valuation Expert (as that term is defined in §53.4958-1(d)(4)(iii)(C) of the IRS Regulations), made in its Report or Reasoned Written Opinion, (as that term is defined in §53.4958-1(d)(4)(iii)(C) of the Regulations), that it is reasonable to “[i]ntroduce annual cash retainer of $35,000 for outside directors and maintain the $75,000 for Chairman of the Board” and “[a]n additional $5,000 annual retainer would be provided for committee chair (except the Chairman of the Board).”
Resolved (2011.12.08.17), all Board members will be required to complete and sign a form either specifically accepting or declining the approved compensation, and a list of all will be posted on the Board of Directors page.
Resolved (2011.12.08.18), compensation for all voting Board members who choose to accept the compensation approved herein, shall be effective on 9 December 2011.
- Complete and sign form accepting or declining the approved Director compensation and post list on Board of Directors page.
- Responsible entity: Board
- Due date: None provided
- Completion date: 08 December 2011
- Initiate approved compensation plan for Directors who choose to accept it.
- Responsible entity: Board
- Due date: 09 December 2011
- Completion date: 09 December 2011
Other Related Resolutions
- Resolutions 2011.01.25.30-2011.01.25.32, Report on AOC Reviews including ATRT Recommendations - Next Steps, available at: http://www.icann.org/en/minutes/resolutions-25jan11-en.htm#6.
- Resolutions 2011.03.18.18-2011.03.18.22, AOC Reviews, Including ATRT Recommendations, available at: http://www.icann.org/en/minutes/resolutions-18mar11-en.htm#4.
- Resolution 2011.04.21.14, Board Management of ATRT Recommendations, available at: http://www.icann.org/en/minutes/resolutions-21apr11-en.htm#6.1.
- Resolution 2011.04.21.15, Estimated Budget Implications of ATRT Recommendations for FY2012 Budget, available at: http://www.icann.org/en/minutes/resolutions-21apr11-en.htm#6.2.
- Resolutions 2011.06.24.17-2011.06.24.19, ATRT Recommendations, available at: http://www.icann.org/en/minutes/resolutions-24jun11-en.htm#2.
- Resolutions 2011.08.25.09-2011.08.25.15, Process Steps for Consideration of Board Remuneration, available at: http://www.icann.org/en/minutes/resolutions-25aug11-en.htm#4.
- Resolution 2011.10.28.13, Posting of Expert's Report on Board Compensation, available at: http://www.icann.org/en/minutes/resolutions-28oct11-en.htm#1.10.
- Other resolutions TBD.
- Revised ICANN Conflicts of Interest Policy is available at: http://www.icann.org/en/committees/board-governance/coi/.
- Revised ICANN Bylaws are available at: http://www.icann.org/en/general/bylaws.htm#VI.
- Background information and public comments regarding Potential Revisions to the ICANN Conflicts of Interest Policy and ICANN Bylaws available at: http://www.icann.org/en/public-comment/bylaws-amend-vi-coi-policy-01sep11-en.htm.
- Independent Valuation Expert's Report regarding ATRT Recommendation 5: Board Compensation available at: http://www.icann.org/en/general/report-board-directors-compensation-considerations-13oct11-en.pdf.
- Background information on Independent Valuation Expert's Report regarding ATRT Recommendation 5: Board Compensation available at: http://www.icann.org/en/announcements/announcement-3-04nov11-en.htm.
- ATRT Final Report ("Board Action on, and Implementation of, the Accountability and Transparency Review Team Final Report"), June 2011, available at: http://www.icann.org/en/accountability/atrt-report-25jun11-en.pdf.
- The resolution does not address funding for the items identified therein.
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